Bekanntmachung • Nov 02
Griid Infrastructure Inc.(NasdaqGM:GRDI) dropped from NASDAQ Composite Index Griid Infrastructure Inc. has been dropped from the Nasdaq Composite Index. Bekanntmachung • Nov 01
CleanSpark, Inc. (NasdaqCM:CLSK) completed the acquisition of Griid Infrastructure Inc. (NEOE:GRDI) from Griid Holdco LLC, Adit Edtech Sponsor, LLC, Blockchain Capital Solutions (US), Inc. and others. CleanSpark, Inc. (NasdaqCM:CLSK) entered into an agreement to acquire Griid Infrastructure Inc. (NEOE:GRDI) from Griid Holdco LLC, Adit Edtech Sponsor, LLC, Blockchain Capital Solutions (US), Inc. and others for approximately $82.2 million on June 26, 2024. The total enterprise value, including payment and assumption of debt, of the transaction is $155 million. Concurrent with the signing of the merger agreement, the companies also entered into an exclusive hosting agreement for all currently available power, of which 20 MW will be allocated to CleanSpark effective immediately. CleanSpark also provided GRIID with a $5 million dollar working capital loan and a pay-down bridge loan of approximately $50.9 million that was used to satisfy certain obligations of GRIID at signing. Termination by CleanSpark because GRIID, its subsidiaries or any of its directors or officers materially breached its non-solicitation obligations, GRIID would be required to pay CleanSpark a termination fee of $1.5 million.
The transaction is subject to approval of offer by acquirer shareholders. The deal has been unanimously approved by the board. The GRIID board established a special committee of independent directors (the “GRIID special committee”), and appointed Sharmila Kassam and Cristina Dolan to serve as members of the GRIID special committee, with Kassam serving as chair. The expected completion of the transaction is July 1, 2024 to September 30, 2024. As of July 3, 2024 the expected to close before the end of September. The CleanSpark anticipates the completion of the acquisition of GRIID Infrastructure Inc. will occur before October month's end.
As on October 28, 2024 the transaction has been approved by Griid Infrastructure shareholders.
Christopher J. Bellini and Joseph C. Bedwick of Cozen O'Connor acted as legal advisor and due diligence provider for CleanSpark, Inc. Patrick B. Costello of Troutman Pepper Hamilton Sanders LLP acted as legal advisor for Griid Infrastructure Inc. Lincoln International LLC is serving as financial advisor as well as fairness opinion advisor to Griid. Lincoln International LLC and Troutman Pepper Hamilton Sanders LLP acted as due diligence providers for Griid. Lincoln will receive a fee in the amount of $300,000 for its services. Continental Stock Transfer & Trust Company acted as transfer agent to GRIID. Securities Transfer Corporation is the transfer agent and registrar for CleanSpark common stock. Continental Stock Transfer & Trust Company acted as transfer agent to GRIID.
CleanSpark, Inc. (NasdaqCM:CLSK) completed the acquisition of Griid Infrastructure Inc. (NEOE:GRDI) from Griid Holdco LLC, Adit Edtech Sponsor, LLC, Blockchain Capital Solutions (US), Inc. and others on October 30, 2024. In connection with the closing of the transaction, GRIID has requested that Nasdaq suspend trading of the GRIID common stock and GRIID public warrants on Nasdaq prior to the opening of trading on October 31, 2024. The shares of GRIID common stock are expected to be delisted from Cboe Canada at the end of the day on October 31, 2024. Bekanntmachung • Oct 31
GRIID Infrastructure's Common Stock to be Delist from Cboe Canada at the End of the Day on October 31, 2024 CleanSpark Inc. announced the completed acquisition of GRIID Infrastructure Inc. (‘GRIID’) on October 30, 2024, following approval of the transaction by stockholders of GRIID at the special meeting of its stockholders on October 28, 2024. Under the terms of the merger agreement originally announced on June 27, 2024, each share of GRIID common stock was converted into approximately 0.06959 of a share of CleanSpark common stock at the effective time of the merger. In connection with the closing of the transaction, GRIID has requested that Nasdaq suspend trading of the GRIID common stock and GRIID public warrants on Nasdaq prior to the opening of trading on October 31, 2024. The shares of GRIID common stock are expected to be delisted from Cboe Canada at the end of the day on October 31, 2024. Valuation Update With 7 Day Price Move • Oct 18
Investor sentiment improves as stock rises 18% After last week's 18% share price gain to CA$1.27, the stock trades at a trailing P/E ratio of 3.1x. Average trailing P/E is 42x in the Software industry in Canada. Total loss to shareholders of 89% over the past three years. Bekanntmachung • Oct 08
GRIID Infrastructure Receive Notice from Nasdaq Regarding Non-Compliance with the Minimum Bid Price Requirement under Nasdaq Listing Rule 5450(a)(1) On October 3, 2024, GRIID Infrastructure Inc. (the ‘Company’) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’) notifying the Company that the listing of its common stock, par value $0.0001 per share (the ‘common stock’), was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the ‘Bid Price Rule’) for continued listing on the Nasdaq Global Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until April 1, 2025, to regain compliance with the rule referred to in this paragraph. To regain compliance with the Bid Price Rule during this 180-day compliance period, the Company’s minimum bid price of listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days. The notice has no present impact on the listing of the Company’s securities on the Nasdaq Global Market. If the Company does not regain compliance with the Bid Price Rule prior to the expiration of the 180-day compliance period, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, the Company would need to submit a Transfer Application and an application fee. In addition, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except the minimum bid price requirement. In addition, the Company would need to provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will determine whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a Transfer Application or make the required representation, the Nasdaq staff will provide notice that the Company’s common stock will be subject to delisting. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to actively monitor the minimum bid price of its common stock and, as appropriate, will consider available options to resolve the deficiencies and regain compliance with the Bid Price Rule, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split. There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on the Nasdaq Capital Market. Valuation Update With 7 Day Price Move • Sep 25
Investor sentiment deteriorates as stock falls 18% After last week's 18% share price decline to CA$1.12, the stock trades at a trailing P/E ratio of 2.8x. Average trailing P/E is 41x in the Software industry in Canada. Total loss to shareholders of 91% over the past three years. Board Change • Sep 25
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Sundar Subramaniam was the last director to join the board, commencing their role in 2023. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Board Change • Aug 22
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Sundar Subramaniam was the last director to join the board, commencing their role in 2023. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Aug 16
Second quarter 2024 earnings released: EPS: US$0.35 (vs US$1.02 loss in 2Q 2023) Second quarter 2024 results: EPS: US$0.35 (up from US$1.02 loss in 2Q 2023). Revenue: US$4.71m (flat on 2Q 2023). Net income: US$24.7m (up US$35.5m from 2Q 2023). Over the last 3 years on average, earnings per share has fallen by 12% per year but the company’s share price has fallen by 50% per year, which means it is performing significantly worse than earnings. Bekanntmachung • Jun 28
CleanSpark, Inc. (NasdaqCM:CLSK) entered into an agreement to acquire Griid Infrastructure Inc. (NEOE:GRDI) for approximately $160 million. CleanSpark, Inc. (NasdaqCM:CLSK) entered into an agreement to acquire Griid Infrastructure Inc. (NEOE:GRDI) for approximately $160 million on June 26, 2024. The total enterprise value, including payment and assumption of debt, of the transaction is $155 million. Concurrent with the signing of the merger agreement, the companies also entered into an exclusive hosting agreement for all currently available power, of which 20 MW will be allocated to CleanSpark effective immediately. CleanSpark also provided GRIID with a $5 million dollar working capital loan and a pay-down bridge loan of approximately $50.9 million that was used to satisfy certain obligations of GRIID at signing. Termination by CleanSpark because GRIID, its subsidiaries or any of its directors or officers materially breached its non-solicitation obligations, GRIID would be required to pay CleanSpark a termination fee of $1.5 million.
The transaction is subject to approval of offer by acquirer shareholders. The deal has been unanimously approved by the board. The expected completion of the transaction is July 1, 2024 to September 30, 2024.
Cozen O'Connor acted as legal advisor for CleanSpark, Inc. Troutman Pepper Hamilton Sanders LLP acted as legal advisor for Griid Infrastructure Inc. Lincoln International LLC is serving as financial advisor as well as fairness opinion advisor to Griid. Bekanntmachung • Jun 15
Griid Infrastructure Receives Non-Compliance Letter from the Listing Qualifications Department of the Nasdaq On June 11, 2024, Griid Infrastructure Inc. received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until December 9, 2024, to regain compliance with the rule referred to in this paragraph. To regain compliance during this 180-day compliance period, the Company’s minimum bid price of listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days. The notice has no present impact on the listing of the Company’s securities on the Nasdaq Global Market. If the Company does not regain compliance with the Nasdaq Listing Rules prior to the expiration of the 180-day compliance period, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, the Company would need to submit a Transfer Application and a $5,000 application fee. In addition, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except the minimum bid price requirement. In addition, the Company would need to provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will determine whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a Transfer Application or make the required representation, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to actively monitor its minimum bid price of the Company’s common stock and, as appropriate, will consider available options to resolve the deficiencies and regain compliance with the Nasdaq Listing Rules, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split. There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on the Nasdaq Capital Market. Reported Earnings • May 16
First quarter 2024 earnings released: US$0.096 loss per share (vs US$0.96 loss in 1Q 2023) First quarter 2024 results: US$0.096 loss per share (improved from US$0.96 loss in 1Q 2023). Revenue: US$5.82m (up 31% from 1Q 2023). Net loss: US$6.48m (loss narrowed 42% from 1Q 2023). Reported Earnings • Apr 17
Full year 2023 earnings released: US$0.34 loss per share (vs US$5.79 loss in FY 2022) Full year 2023 results: US$0.34 loss per share (improved from US$5.79 loss in FY 2022). Revenue: US$19.6m (down 12% from FY 2022). Net loss: US$18.7m (loss narrowed 70% from FY 2022). Over the last 3 years on average, earnings per share has fallen by 54% per year whereas the company’s share price has fallen by 52% per year. New Risk • Mar 15
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: CA$132.5m (US$98.0m) This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$22m free cash flow). Share price has been highly volatile over the past 3 months (39% average weekly change). Negative equity (-US$110m). Earnings have declined by 63% per year over the past 5 years. Minor Risk Market cap is less than US$100m (CA$132.5m market cap, or US$98.0m). Bekanntmachung • Jan 30
Griid Infrastructure Inc. COM Deleted from OTC Equity Griid Infrastructure Inc. COM has been deleted from OTC Equity effective January 29, 2024, due to Market Center Change Listed on NASDAQ. Board Change • Jan 19
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Sundar Subramaniam was the last director to join the board, commencing their role in 2023. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model.